Articles of Incorporation

Of

SUNCITY MEMBERSHIP SHOPPING, INC.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock
corporation under the laws of the Republic of the Philippines;

AND WE HEREBYCERTIFY:

FIRST: That the name of said corporation shall be

SUNCITY MEMBERSHIP SHOPPING, INC.

SECOND: That the purposes for which the said corporation is formed are:

PRIMARY

To invest in, purchase, or otherwise acquire and own, hold, use, sell, assign,
transfer, mortgage, pledge, exchange, or otherwise dispose of real and personal
property of every kind and description, including shares of stocks, bonds,
debentures, notes, evidence of indebtedness, and other securities or obligations of
any corporation or corporations, association or associations, domestic or foreign,
for whatever lawful purpose or purposes the same may have been organized and to
pay therefore in money or by exchanging thereof stocks, bonds or other pieces of
evidence such real or personal property, stocks, bonds, debentures, contracts, or
obligations, to receive, collect, and dispose of the interest, dividends, and income
arising from such property; and to possess and exercise in respect thereof all the
rights, powers, and privileges of ownership, including all voting powers of any stock
so owned.

SECONDARY PURPOSES

1. To guarantee obligations of, or to issue guarantees in favor of any

corporation or corporations, association or associations, domestic or foreign, as it
shall deem necessary convenient or incidental to carrying out any of the purposes of
this corporation;
2. To purchase, acquire, own, lease, sell and convey real properties such as
parcels of land, buildings, factories, warehouses, and personal properties such as
machineries, equipment, and other assets as may be necessary or incidental to the
conduct of its business, and to pay in cash, shares of stock, debentures, and other
pieces of evidence of indebtedness, or other securities, as may be deemed expedient,
for any business or property acquired by the corporation;

3. To borrow or raise money, subject to compliance with applicable laws,

necessary to meet the financial requirements of its business through the issuance of
bonds, securities, promissory notes, and other pieces o evidence of indebtedness,
and to secure the payment thereof by mortgage, pledge, deed of trust or lien upon
the properties of the corporation or to issue, pursuant to law, shares of stock,
debentures, and other pieces of evidence of indebtedness as payment for properties
acquired by the corporation or for the money borrowed in the conduct of its
business;

4. To invest and deal with money and properties of the corporation in such
manner as may, from time to time, be considered wise and expedient for the
advancement of its interests and to sell, dispose of or transfer the business,
properties and goodwill of the corporation or any part thereof for such
consideration and under such terms as it shall see fit to accept;

5. To carry on and manage the general business of any company except fund
management;

6. To apply for, obtain, register, purchase, lease or otherwise acquire , and to

the extent authorized by law, to hold, use, own, sell, assign, and otherwise dispose of
any trademarks , trade names, patents inventions, improvements, and process used
in connection with or secured under letters of patents of the Philippines or of any
country, and to use, exercise, grant rights in respect and otherwise avail of the
benefits of any trademarks, trade name, patents, inventions, process, and the like or
any such property or rights;

7. To enter, make, perform, and carry out contracts of every kind in connection
with the carrying on of any business or transaction deemed necessary, convenient
or incidental to any of the purposes of this corporation, as principal agent or
otherwise with any corporation, association, partnership, entity, person or any
government authority and regulatory agencies, whether domestic or foreign;

8. To acquire or obtain from any government authority, regulatory agencies or

any corporation company, partnership, or person such charter, contracts, franchise,
privileges, exemption, licenses, permits and concessions as may be necessary or
incidental to any of the purposes of this corporation;

9. To establish and operate one or more branch office or agencies and to carry
on any or all of its operations and business including the right to hold, purchase or
otherwise acquire, sell, lease, mortgage, pledge, assign, convey or transfer real and
personal properties;

10. To distribute the surplus profits of the corporation to the stockholders

thereof in kind, namely, properties o the corporation, particularly any shares of
stock, debentures or securities of other companies belonging to this corporation;
and

11. To conduct and transact any and all lawful activities, and to do or cause to be
done any one or more of the acts and things herein set forth as its purposes, within
the Philippines or in any and all foreign countries, and to do everything necessary,
desirable or incidental to the accomplishment of the purposes or the exercise of any
one or more of the powers herein enumerated, which shall at any time be conducive
to or expedient for the protection or benefit of this corporation.

THIRD: That the principal office of the corporation is located in #8 Corner

Mabini Street, Bacolod City, Negros Occidental;

FOURTH: That the term for which said corporation is to exist is 50 years
from and after the date of issuance of the certificate of incorporation;

FIFTH: That the names, nationalities and residences of the incorporators are
as follows:

NAME NATIONALITY RESIDENCE

Lot 5, Block 5, Justice Road,
NGO Village, Brgy.
Handumanan,
Angelika Marie E. Caballero Filipino Bacolod City

Lot 36, Block 4, Chico Street,

San Dionisio Subd., Brgy.
Kristel Ann D. Develos Filipino Granada, Bacolod City
#5 Carmen Street, Brgy. 40,
Pia Jestine T. Madriago Filipino Bacolod City

Lot 8, Block 8, Apitong Road,

Cherry Ann Marie G. Martir
Jan Mikee B. Tan
Villa Angela Subd., Brgy.
Filipino Villamonte, Bacolod City
Lot 19, Block 4, Pine Street,
Villa Soledad Estefania,
Filipino Bacolod City
 SIXTH: That the number of directors of the corporation shall be five (5); and
the names, nationalities and residences of the first directors of the corporation are
as follows:

NAME NATIONALITY RESIDENCE

Lot 5, Block 5, Justice Road, NGO Village,

Angelika Marie E. Caballero
Kristel Ann D. Develos
Pia Jestine T. Madriago
Cherry Ann Marie G. Martir
Jan Mikee B. Tan
Filipino Brgy. Handumanan, Bacolod City
Lot 36, Block 4, Chico Street, San Dionisio
Filipino Subd., Brgy. Granada, Bacolod City
Filipino #5 Carmen Street, Brgy. 40, Bacolod City
Lot 8, Block 8, Apitong Road, Villa Angela
Filipino Subd., Brgy. Villamonte, Bacolod City
Lot 19, Block 4, Pine Street, Villa Soledad
Filipino Estefania, Bacolod City

SEVENTH: That the authorized capital stock of the corporation is Two Billion
(P2,000,000,000) pesos in lawful money of the Philippines, divided into Two Million
shares with the par value of One Hundred Peso (P 100.00) pesos per share

EIGHT: That at least twenty-five (25%) percent of the authorized capital

stock above has been subscribed as follows:

NAME OF NO. OF SHARES AMOUNT AMOUNT

SUBSCRIBERS NATIONALITY SUBSCRIBED SUBSCRIBED PAID

Angelika Marie E. Caballero Filipino 5,000,000 P500,000,000 P500,000,000

Kristel Ann D. Develos Filipino 5,000,000 P500,000,000 P500,000,000

Pia Jestine T. Madriago Filipino 3,000,000 P300,000,000 P300,000,000

Cherry Ann Marie G. Martir Filipino 3,000,000 P300,000,000 P300,000,000

Jan Mikee B. Tan Filipino 2,000,000 P200,000,000 P200,000,000

TOTAL 18,000,000 P1,800,000,000 P1,800,000,000

 NINTH: That the above-named subscribers have paid at least twenty-five
(25%) percent of the total subscription as follows:

NAME OF AMOUNT TOTAL AMOUNT

SUBSCRIBERS SUBSCRIBED PAID

Angelika Marie E. Caballero P500,000,000 P500,000,000

Kristel Ann D. Develos P500,000,000 P500,000,000

Pia Jestine T. Madriago P300,000,000 P300,000,000

Cherry Ann Marie G. Martir P300,000,000 P300,000,000

Jan Mikee B. Tan P200,000,000 P200,000,000

TOTAL P1,800,000,000 P1,800,000,000

TENTH: That Jan Mikee B. Tan has been elected by the subscribers as
Treasurer of the Corporation to act as such until his successor is duly elected and
qualified in accordance with the by-laws, and that as such Treasurer, he has been
authorized to receive for and in the name and for the benefit of the corporation, all
subscriptions or donations paid or given by the subscribers.

ELEVENTH: That no transfer of stock or interest which will reduce the

ownership of Filipino Citizens to less than the required percentage of the capital
stock as provided by existing laws shall be allowed or permitted to be recorded in
the proper books of the corporation and this restriction shall be indicated in all the
stock certificates issued by the corporation.

TWELFTH: That the incorporators and directors undertake to change the

name of the corporation as herein provided, or as amended thereafter, immediately
upon receipt of notice or directive from the Securities and Exchange Commission
that another corporation, partnership or person has acquired a prior right to the use
of that name or that the name has been declared as misleading, deceptive,
confusingly similar to a registered name or contrary to public morals, good custom
or public policy.
 IN WITNESS WHEREOF, we have hereunto signed these Articles of
Incorporation, this 4th day of December 2017, in the City of Bacolod, Province of
Negros Occidental, Republic of the Philippines.

Angelika Marie E. Caballero Kristel Ann D. Develos

TIN- 479-806-518 TIN- 789-098-675

Cherry Ann Marie G. Martir Jan Mikee B. Tan

TIN-324-987-156 TIN-123-098-890

Pia Jestine T. Madriago

TIN- 890-765-013
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }

S.S.
CITY OF BACOLOD }

BEFORE ME, a Notary Public, for and in CITY OF BACOLOD,

Philippines, this 4TH day of DECEMBER, 2017, personally appeared the following
persons:

TIN/ID/Passport Date &

Name No. Place Issued
1/20/16-
Angelika Marie E. Caballero 479-806-518 Bacolod City
1/20/16-
Kristel Ann D. Develos 789-098-675 Bacolod City
1/20/16-
Pia Jestine T. Madriago 890-765-013 Bacolod City
1/20/16-
Cherry Ann Marie G. Martir 324-987-156 Bacolod City
1/20/16-
Jan Mikee B. Tan 123-098-890 Bacolod City

All known to me and to me known to be the same persons who executed the
foregoing Articles of Incorporation constituting of nine (9) pages, including this
page where the acknowledgement is written, and they acknowledged to me that the
same is their free act and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of _________
 TREASURERS AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

CITY OF BACOLOD ) S.S
PROVINCE OF NEGROS OCCIDENTAL )

I, Jan Mikee B. Tan, being duly sworn to, depose and say:

That I have been elected by the subscribers of the corporation as Treasurer

thereof, to act as such until my successor has been duly elected and qualified in
accordance with the by-laws of the corporation, and th890-765-013at as such
Treasurer, I hereby certify under oath that at least 25% of the authorized capital
stock of the corporation has been subscribed and at least 25% of the total
subscriptions has been paid, and received by me, in cash or property, in the amount
of one billion eight hundred million (P 1,800,000,000) in accordance with the
Corporation Code

___________________________________
(Signature of Treasurer)

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of_____________________________, Province of___________________________
this ______ day of ____________________, 2017; by _________________with Res. Cert.
No._____________________ issued at _________________________on _________________, 2017.

NOTARY PUBLIC
My commission expires on
_______________________, 2017

Doc. No._______
Page No._______
Book No.________
Series of ________
 BYLAWS

OF

SUNCITY MEMBERSHIP SHOPPING, INC.

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR

OR SPECIAL MEETINGS OF THE DIRECTORS.

a) The Board of Directors shall hold an organizational meeting, immediately

after their election, for which meeting no notice shall be required.
Thereafter, the Board of Directors shall hold regular meetings once every
three months at the principal office of the Corporation, or at such other
place and at such date and hour as the Board may fix;

b) Special meetings of the Board of Directors may be held at any time upon
the call of the President or as provided in the by-laws, at such other place
in Western Visayas as may be designated in the notice, or such special
meetings may be held at any time and place without notice by the
unanimous written consent of all the members of the Board, or with the
presence and participation of all members of the Board;

c) Any director may attend meetings of the Board of Directors through

teleconferencing or videoconferencing in accordance with SEC
Memorandum Circular No. 15, Series of 2001, as may be amended from
time to time.

II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

SPECIAL MEETINGS OF THE STOCKHOLDERS.

a) Annual meetings of stockholders shall be held every year on the fourth

Thursday of June of each year, at the principal office of the Corporation or
such other place in Western Visayas as may be designated by the Board of
Directors. If the date of the annual meeting falls on a legal holiday, the
annual meeting shall be held on the next succeeding business day which
is not a legal holiday, at such hour as may be specified in the notice of said
meeting. If the election of directors shall not be held on the day
designated for the annual meeting or at any adjournment of such
meeting, the Board of Directors shall cause the election to be held at a
special meeting as soon thereafter as the same may conveniently be held.
At such special meeting, the stockholders may elect the directors and
transact other business as stated in the notice of the meeting with the
same force and effect as at an annual meeting duly called and held.
 The Board of Directors may, by majority vote and for good cause, reset
the annual meeting to another date;

b) Except as otherwise provided by law, written or printed notice of all

annual meetings of stockholders, stating the place and time of the
meeting and, if necessary, the general nature of the business to be
considered, shall be transmitted by personal delivery, mail, or facsimile to
each stockholder of record entitled to vote thereat at his address last
known to the Secretary of the Corporation, at least fifteen (15) business
days before the date of the meetings. Except where expressly required by
law, no publication of any notice of annual meeting of stockholders shall
be required. If any stockholder shall, in person or by proxy, or by mail, or
facsimile, waive notice of any meeting, whether before or after the
holding of such meeting, notice thereof need not be given to him. The
requirement for notice to the meeting shall be deemed waived if, the
stockholder, in person or by proxy, shall be present thereat. Notice of any
adjourned meeting of the stockholders shall not be given, except when
expressly required by law;

c) Special meetings of stockholders may be called by the (i) Chairman of the

Board or (ii) the President of the Corporation, at their discretion, or (iii)
upon request in writing addressed to the Chairman of the Board, signed
by a majority of the Members of the Board of Directors, or (iv) by two or
more stockholders registered as owners of at least thirty percent (30%)
of the total outstanding capital stock of the Corporation which are
entitled to vote;

d) Whenever stockholders are required or permitted to take any action at a

meeting, a written notice of the meeting shall be given which shall state
the place, date and time of the meeting, the purpose and purposes for
which the said meeting is called. The notice shall be given not less than
fifteen (15) business days before the date of the meeting to each
stockholder entitled to vote at such meeting, or such applicable period
required by law. Notices shall be sent by the Secretary by personal
delivery, facsimile or by mailing the notice to each stockholder of records
at his last known address or by publishing the notice in a newspaper of
national circulation at least fifteen (15) days prior to the date of the
meeting. Only matters stated in the notice can be the subject of motion or
discussions at the meeting. If any stockholder shall, in person or by proxy,
or by mail, or facsimile, waive notice of any meeting, whether before or
after the holding of such meeting, notice thereof need not be given to him.
The requirement for notice to the meeting shall be deemed waived if, the
stockholder, in person or by proxy, shall be present thereat. Notice of any
adjourned meeting of the stockholders shall not be given, except when
expressly required by law;
 e) Stockholders meetings, whether regular or special, shall be held in the
city or municipality where the principal office of the corporation is
located or at such other place in Western Visayas as may be designated by
the Board of Directors.

III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

a) A majority of the outstanding capital stock, present in person or

represented by proxy, shall constitute a quorum at a stockholders
meeting for the election of Directors and for the transaction of any
business, except in those cases in which the Corporation Code requires
the affirmative vote of a greater proportion.

In the absence of a quorum, the Chairman or the Vice-Chairman, as may

be applicable, shall have the power the adjourn the meeting from time to
time, until stockholders holding the requisite number of shares shall be
present or represented. At any such adjourned meeting at which a
quorum may be present, any business may be transacted which might
have been transacted at the meeting as originally called.

IV. THE FORM FOR STOCKHOLDERS OR PROXIES OF STOCKHOLDERS AND THE

MANNER OF VOTING THEM

a) Stockholders may vote in person or by proxy in all meetings of

stockholders. Proxies shall be in writing, signed by the stockholder and
filed before the scheduled meeting with the corporate secretary. No proxy
bearing a signature which is not legally acknowledged by the Secretary
shall be honored at the meetings. Unless otherwise provided in the proxy,
it shall be valid only for the meeting for which it is intended. No proxy
shall be valid and effective for a period longer than five (5) years at any
one time;

b) The votes for the election of Directors, and, except upon demand by any
stockholder, the votes upon any question before the meeting, except with
respect to procedural questions determined by the Chairman of the
meeting, shall be by viva voce or show of hands.

V. THE QUALIFICATIONS, DUTIES, AND COMPENSATION OF DIRECTORS

a) No person convicted by final judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of this
Code, committed within five (5) years prior to the date of his election
shall qualify as a director. Every director must own at least one (1) share
of the capital stock of the corporation, which share shall stand in his
name on the books of the corporation. Any director who ceases to be the
owner of at least one (1) share of the capital stock of the corporation shall
 thereby cease to be a director. A majority of the directors must be
residents of the Philippines;

b) A Director shall have the following qualifications:

(i) He shall have at least one (1) share of stock of the

Corporation;
(ii) He shall be at least a college graduate or he has
sufficient management experience to substitute for such
formal education;
(iii) He shall possess integrity and probity; and
(iv) He shall be assiduous;

c) No person falling under any of the following instances shall qualify as an

independent director:

(i) Any person who, by reason of misconduct, after hearing,

is permanently enjoined by final judgment or order of
the SEC or any administrative body or any court, foreign
or domestic, of competent jurisdiction from (a) acting as
underwriter, broker, dealer, investment adviser,
principal, distributor, mutual fund dealer, futures
commission merchant, commodity trading advisor, or
floor broker; (b) acting as a Director or officer of a bank,
quasi-bank, trust company, investment house or as
investment company; or (c) engaging in/or continuing
any conduct or practice in any of the capacities
mentioned above or willfully violating the laws that
govern securities and banking activities.

(ii) Any person judicially declared to be insolvent;

(iii) Such other disqualifications under the Corporate

Governance Manual;

d) The corporate powers of the corporation shall be exercised, all business

conducted and all property of the corporation be controlled and held by
the board of directors to be elected from among the holders of stocks,
who shall hold office for one (1) year and until their successors are
elected and qualified.

Without prejudice to the general powers hereinabove conferred, the

Board of Directors shall have the following express powers:
(i) From time to time, to make and change rules and
regulations not inconsistent with these by-laws for the
management of the Corporations business and affairs;

(ii) To purchase, receive, take, or otherwise acquire in any

lawful manner, for and in the name pf the Corporation, any
and all properties, rights, interest or privileges, including
securities and bonds of other corporations, as the business
of the Corporation may reasonably or necessarily require
for such consideration and upon such terms and conditions
as the Board may deem proper or convenient;

(iii) To invest the funds of the Corporation in another

corporation or business or for any other purposes other
than those for which the Corporation was organized,
whenever in the judgment of the Board of Directors the
interests of the Corporation would thereby be promoted,
subject to such stockholders approval as may be required
by law;

(iv) To incur indebtedness as the Board may deem necessary

and, for this purpose, to make and issue evidence of such
indebtedness including, but not limited to, notes, deeds of
trust, instruments, bonds, debentures, or securities, subject
to such stockholders approval as may be required by law,
and/or pledge, mortgage, or otherwise encumber all or part
of the properties and rights of the Corporation;

(v) To guarantee, for and in behalf of the Corporation,

obligations of other corporations or entities in which it has
lawful interest;

(vi) To make provisions for the discharge of the obligations of

the Corporation as they mature, including payment for any
property, by cash or in stocks, bonds, debentures. Or other
securities of the Corporation lawfully issued for the
purpose;

(vii) To sell, lease, exchange, assign, transfer or otherwise

dispose of any property, real or personal, belonging to the
Corporation whenever in the Boards judgment, the
Corporations interest would thereby be promoted;

(viii) To prosecute, maintain, defend, compromise, settle or

abandon any lawsuit in which the Corporation or its
directors or officers are either plaintiffs or defendants in
 connection with the business of the business of the
Corporation;

(ix) To delegate, from time to time, any of the powers of the

Board which may be lawfully be delegated in the course of
the business or businesses of the Corporation, to any
committee or to any officer or agent and to appoint any
person to ve the agent of the Corporation with such powers
(including the power to sub-delegate), and upon such
terms, as may the Board may deem fit;

(x) To implement these by-laws and to act on any matter not

covered by these by-laws, provided such matter does not
require the approval or consent of the stockholders under
any existing law, rules or regulation;

e) The directors shall not receive any compensation, as such directors,

except for reasonable per diems. Any compensation may be granted to
directors by the vote of the stockholders representing at least a majority
of the outstanding capital stock at a regular or special stockholders
meeting, Furthermore, every Director shall receive such compensation
for their services as may, from time to time, be determined by the Board
of Directors, subject to the approval of the stockholders.

VI. THE MANNER OF ELECTION OR APPOINTMENT AND THE TERM OF OFFICE

OF ALL DIRECTORS

a) The Directors of the Corporation shall be elected by plurality vote at the

annual meeting of the stockholders for that year at which a quorum is
present. At each election for Directors, every stockholder shall have the
right to vote, in person or by proxy, the number of shares owned by him
for as many persons as there are directors to be elected or to cumulate
his votes by giving one candidate as many votes as the number of such
directors multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number of
candidates;

b) All nominations for directors to be elected by the stockholders of the

Corporation shall be submitted in writing to the Secretary at the principal
office of the Corporation not earlier than thirty (30) business days nor
later than twenty (20) business days prior to the date of the annual
meeting of the stockholders or special meeting of the stockholders for the
election of directors. Nominations which are not submitted within such
period shall not be valid. Only the stockholder or record entitled to notice
of and to vote at the annual meeting of the stockholders or special
 meeting of the stockholders for the election of directors shall be qualified
to be nominated and elected as Director of the Corporation;

c) The Board of Directors shall form a Nomination Committee composed of

at least five (5) members of the Board of Directors, one of whom must be
an independent director. The Nomination Committee shall promulgate
guidelines for the conduct of the nomination and establish the screening
policies and procedure for the review of the qualifications of all nominees
for directors.

The list for nominees for directors as determined by the Nomination

Committee, upon confirmation by a majority vote of the Board of
Directors shall be final and binding upon the stockholders and no other
nomination shall be entertained or allowed during the annual meeting of
the stockholders or special meeting of the stockholders for the election of
directors; provided that no nominee of the Board of Directors shall be
disqualified without due process.

The Board of Directors, by majority vote, shall review the qualifications of

all nominees to the Board. It may also, in the exercise of its discretion and
by majority vote of its members, disqualify a nominated stockholder who,
in the Boards judgment represents an interest adverse to or in conflict
with those of the Corporation. Without limiting the generality of the
foregoing, the Board may take into consideration the fact that the
nominated stockholder is:

(i) The owner (either of record or as beneficial owner) of

twenty percent (20%) or more of any outstanding class of
shares of any corporation (other than one in which the
Corporation owns at least thirty percent (30%) of the capital
stock) which is engaged in a business directly competitive with
that of the Corporation or any of its subsidiaries;

(ii) An officer, manager or controlling person of the owner of,

or any member of his immediate family is the owner (either of
record or as beneficial owner) of twenty percent (20%) or
more of any outstanding class of shares of any corporation
(other than one which the Corporation owns at least thirty
percent (30%) of the capital stock) which is an adverse party
in any suit, action, or proceeding (of whatever nature, whether
civil, criminal, administrative or judicial) by or against the
Corporation or any of its subsidiaries which has been actually
filed or threatened, imminent or probable, to be filed;

(iii) As determined by the Board of Directors, in the exercise of

its judgment in good faith, to be the nominee, officer, trustee,
 adviser, agent or legal counsel, of any individual who falls
under (i) and (ii) hereof;

In determining whether a person has a conflict of interest with the

Corporation or any of its subsidiaries, or is a controlling person,
beneficial owner, or the nominee of another, the Board of Directors may
take into account other factors such as business, family and professional
relationships.

For purposes of this provision, immediate family shall mean any person
related to another whether by consanguinity or affinity, up to the third
civil degree.

VII. SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

a) Unpaid subscriptions to the capital stock of the Corporation shall be due

and payable in accordance with the terms of the subscription agreement, if
provided for, or as they shall be declared due and payable by the Board of
Directors. Unless otherwise provided in the subscription agreement, no
interest shall be due on unpaid subscriptions until such subscriptions are
declared delinquent;

b) Each stockholder shall be entitled to a certificate for fully paid stock

subscriptions in such stockholders name in the books of the Corporation
which shall be signed by the Chairman and countersigned by the Secretary
of the Corporation and sealed with the corporate seal certifying the
number of fully paid-up shares owned by the stockholder. All such
certificates shall be issued in consecutive order from a certificate book,
and shall be numbered and registered in the order in which they are
issued, and on the stub of each certificate issued to the stockholder. Every
certificate returned to the Corporation for the exchange or transfer of
shares shall be cancelled, and attached to the stock certificate book from
which it originated. No certificate evidencing previously issued shares
shall be created until the old certificates corresponding to such shares
shall have been cancelled and returned to its stock certificate book. The
necessary documentary stamp shall be borne by the stockholder in whose
favor such shares are assigned and transferred;

c) Transfer of shares shall be recorded in the books of the Corporation if

such transfer is made by the stockholder in person or by an attorney-in-
fact duly authorized in writing, upon the surrender of the certificates for
such shares properly endorsed and presentation of proof of payment of
applicable taxes. The name and citizenship or nationality of the parties to
the transaction, the date of transfer, the numbers of the certificates and
the number of shares transferred shall be recorded in the books of the
Corporation. Upon such transfer, the old certificated shall be surrendered
to the Corporation by delivery thereof to the Secretary or to the transfer
agent, or to such other person as the Board of Directors may designate,
and such certificate shall be cancelled and a new certificate shall
thereupon be issued. All certificate presented for transfer to the
Corporation must be stamped CANCELLED on the face thereof together
with the date of cancellation, and must be immediately attached to the
corresponding stub in the stock certificate book. Whenever any transfer of
shares shall be made as result of being made collateral or security, such
fact, if known to the Secretary or to the transfer agent, shall be so
expressed in the entry of the transfer. No issuance or transfer of shares of
stock of the Corporation which would reduce the stock ownership of the
Filipino citizens to less than the minimum percentage of the outstanding
capital stock required by law to be owned by Filipino citizens, shall be
allowed or permitted to be recorded in the books of the Corporation.

All transfers shall be valid and binding on the Corporation only upon the
recording thereof in the books of the Corporation;

d) Any stockholder of the Corporation shall immediately notify the

Corporation of any loss, destruction or mutilation of his stock certificate.
Any stockholder who claims that his certificate of stick has been lost or
destroyed shall file and affidavit in triplicate with the Corporation stating
the circumstances of such loss or destruction, and he shall further give
notice thereof by publication on a newspaper of general circulation
published in the place where the Corporation has its principal office, once
a week for three (3) consecutive weeks. After one (1) year from the date of
the last publication, if no contest has been presented regarding said stock
certificate, a new certificate or certificates marked DUPLICATE shall be
issued to such stockholder, provided that, a bond may be given in lieu of
the one year period required prior to the issuance of a replacement
pursuant to Section 73(2) of the Corporation Code which bond shall be
effective for a period of one (1) year and shall be in such amount and in
such form as may be satisfactory to the Board of Directors;

e) All issued and outstanding stock of the Corporation which may be

purchased, acquired, donated or transferred to the Corporation shall
become treasury stock and shall be held subject to disposition by the
Board of Directors. Such treasury stocks shall neither vote nor participate
in dividends while held by the Corporation;

f) No certificate of stock shall be issued evidencing ownership of a

fractional part of a share.
VIII. DIVIDENDS AND ACCOUNTS

a) Dividends may be declared from the surplus profits of the Corporation

and shall be payable at such time and in such percentage or amount as the
Board of Directors may deem proper. The dividends shall be payable in
cash or in shares of unissued stock of the Corporation, or both, as the
Board of Directors shall determine. No dividend shall be declared in
accordance with law;

b) The books, accounts and records of the Corporation shall be open to

inspection by any member of the Board of Directors at all times.
Stockholders may inspect said books, accounts and records of the
Corporation at reasonable times on any business day;

c) Auditors shall be designated by the Board of Directors prior to the close

of business in such fiscal year, who shall audit and examine the books of
account of the Corporation and shall certify, to the Board of Directors and
the stockholders, the annual balances of said books which shall be
prepared at the close of the said year under the direction of the Chief
Financial Officer. No Director or officer of the Corporation, and no firm or
corporation of which such officer or Director is a member, shall be eligible
to discharge the duties of Auditor. The compensation of the Auditor shall
be fixed by the Board of Directors.

IX. CALENDAR YEAR

a) The calendar year of the corporation shall begin on the first day of
January
and end on the last day of December of each year.

X. SEAL

a) The corporate seal shall carry the following words SUNCITY

MEMBERSHIP SHOPPING, INC.

XI. MISCELLANEOUS PROVISIONS:

a) Matters not covered by the provisions of these by-laws shall be

governed by the provisions of the Corporation Code of the Philippines.
 IN WITNESS WHEREOF, we, the undersigned incorporators and/or
stockholders present at said meeting and voting thereat in favor of the adoption of
said by-laws, have hereunto subscribed our names this 4th day of December at
__________________________________.